uRinged is a mobile content portal that allows Members to share, sell and purchase mobile content. The services offered by uRinged include the uRinged.com web site, the uRinged mobile portals ("wap.uringed.com" and "uRinged.mobi"), other affiliate portals as they are added from time to time (collectively known as "uRinged Portals"), and any other features such as dedicated API's, server to server communications, content services and applications offered in connection with the uRinged.com or affiliate web sites (collectively, the "uRinged Services"). The Company is located in UK and services are hosted at different parts of the world.
1. Content Means any text, picture,
ring-tone, video, sound, musical work, other works, work of authorship or
otherwise any information that can be displayed and accessed by other
2. uRinged Portal Means collectively the uRinged web sites, Wireless or mobile sites and sites of uRinged Affiliates.
3. Credit Balance Means the balance in your account that can be requested by you to be withdrawn to a bank account designated by you. Usually this balance contains the proceeds from any sales that you make through uRinged in connection with the services available in uRinged Portals.
By using or visiting uRinged portals you signify that you agree with
(2) uRinged's privacy notice, found at http://www.uRinged.com/privacypolicy.php.
You are only authorized to use uRinged Services if you agree to and abide by all applicable laws and to this agreement, and privacy notice. If you do not agree with it, you should leave uRinged Portal and discontinue use of uRinged Services immediately.
This agreement includes uRinged's policy for acceptable use of uRinged services and content posted on uRinged's Portal, your rights, obligations, permissions and restriction regarding your use of uRinged Services. uRinged may modify this Agreement from time to time and any such medication shall be effective immediately.You agree to be bound to any changes to this Agreement when you use the uRinged Services after any such modification in posted. uRinged shall make reasonable effort to inform you of such changes or modifications via e-mail; however you are encouraged to read this agreement at http://www.uRinged.com/termsofuse.php on regular intervals to ensure your compliance to this agreement.
In order to access many features of the uRinged Services, you may be required to register yourself and create a user account. You agree to provide accurate and complete information while creating an account and must never use another person's account or personal information. You shall be solely responsible for any activity that occurs on your account, and must keep your account access secure by using a password. You may not share your password with any other person and must notify uRinged immediately on loosing or forgetting your password and in event any possible breach of security or unauthorized use of your account. uRinged shall not be liable for any losses arising out of any unauthorized use of your account.
2. Use of uRinged Portals and Services
The following restrictions and conditions apply specifically to your use of content, uRinged Portals and uRinged Services.
A. uRinged does not claim any ownership rights in the text, files, images, photos, ring-tones, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the uRinged Portals in connection with uRinged Services. After posting your Content to the uRinged, you continue to retain all ownership rights in such Content and continue to be responsible for the originality, authorship and subsequent claims made by you in regard of the ownership of the content and you shall be the only party to address the claims made by others. By displaying or publishing ("posting") any Content on or through the uRinged Services, you hereby grant to uRinged a limited, non-exclusive, worldwide,royalty free, sub licensable and transferable license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content in connection with uRinged Services.You understand and agree, however, that uRinged may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted by you. The above licenses granted by you are perpetual and irrevocable.
B. You may access Content posted by others solely :
- For your information and personal use.
- As intended and allowable through the uRinged Services.
C. You may access uRinged Content, User Submissions and other content only as permitted under this Agreement. uRinged reserves all rights not expressly granted in and to the uRinged Content and the uRinged Service.
D. All content is made available AS IS, as submitted by the users and uRinged makes no warranties of any kind in connection of your download or use of any content from uRinged Portal. You understand that when using the uRinged Portal, you will be exposed to User Submissions from a variety of sources, and that uRinged is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, corrupted, or otherwise distorted and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against uRinged with respect thereto, and agree to indemnify and hold uRinged, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law.
E. Online Account balance: Your account balance in uRinged portal consists usually of
- The money that you have funded through purchasing a subscription and/or a credit/debit card payment or bank transfer and
- Any money that you would have received due to purchase of your contents by other users. You understand that the online account balance is not the amount that is available to you immediately, or as a whole to perform other transaction in the system, as it may not include all the necessary fees that may apply.
F. Available Amount: Available amount is the amount in your account that is available to you to make purchases or withdraw at any given time. This amount may be expressed as a whole in one currency or in part different currencies. Usually, you may only use any available amount in your local currency to make purchases on the uRinged Portal.
G. Credit Balance: Credit Balance is the balance that shows the proceeds from the sales of your content after deducting a fee.
H. You agree not to circumvent, disable or otherwise interfere with security-related features of the uRinged Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the uRinged Website or the Content therein.
3. Submitting/Posting Content on uRinged for Sharing or Sale
A. As a uRinged account holder you may submit Content to be viewed and downloaded by other Users. You understand that whether or not such Content is published on uRinged Portal, uRinged does not guarantee any confidentiality with respect to any User Submissions.
B. You shall be solely responsible for your own User Content and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize uRinged to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Website and these Terms of Service. If you are posting the User Content to sell to other uRinged users, you further affirm that you have all necessary rights to do so.In connection with Content, you further agree that you will not submit Content that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant uRinged all of the license rights granted herein.
C. uRinged does not endorse any Content or any opinion, recommendation, or advice expressed anywhere on the uRinged Portal, and uRinged expressly disclaims any and all liability in connection with submitted user Content. uRinged does not permit copyright infringing activities and infringement of intellectual property rights on its Portal, and will remove all Content and Material if properly notified that such Content or User Submission infringes on another's intellectual property rights. uRinged reserves the right to remove Content and User Submissions without prior notice.
D. Selling your posted content: You have an option to sell your posted content at a price that can be defined by you. You understand that uRinged in its sole discretion may limit the maximum price that can be set for an individual Content, where this maximum limit may not be exceeded. As with any other sale, you understand that offering any Content for sale on uRinged is your personal responsibility and you do it your own risk. Content price can be set by you must be in your local currency (local currency is the currency of the country you reside in) if it is supported in uRinged portal. If your local currency is not supported in uRinged, you must set the content price either in British Pounds or US Dollars.In connection with the content you post on uRinged, you grant unlimited authority to uRinged to act on behalf to collect the amount equal to the price of the content and any applicable fees from other users, and you agree to pay any fees due to uRinged in connection with said transaction. You understand that you may access your account section in uRinged portal to get details on individual and aggregate amount that you have received due to the purchase of your content by other users.You further understand and agree that uRinged is not going to generate any electronic or paper invoices, and account details online is your only means to access such information.uRinged may charge, and you agree to pay a fee ("Transaction Fee") available to view at along with an account management fee that may be applicable. You also grant unlimited authority to uRinged to hold any amount in your account balance in a pooled bank account until
- You provide explicit instruction to withdraw such amount and/or
- Aggregate sum in your account has reached a limit set by uRinged. Whenever and wherever it is required by law, uRinged may initiate a bank transfer to move funds to your designated bank account. You also grant unlimited authority to uRinged to share your account information with applicable authorities, governments and any other agency it may be required and you waive any objection to it.
E. Content Price: uRinged reserves the right to reset the Content price of your Content whenever it is required to display the price in any other currency other than the Currency you used to set the original price of the Content. For instance, you may have uploaded a content with an initial price of USD 1.00 (One US dollars), however someone accessing the uRinged portal from UK may be presented with the Content Price equal to GBP 49 (forty nine UK), which is the price he is expected to pay in his or her local currency. uRinged has to do this currency conversion to make it convenient for all the buyers to understand the price of your content in their local currency and process the transaction for you in best possible manner. You grant unlimited authority to uRinged to suitably price your content in different currencies and perform the transaction on your behalf in any other currency that may be required to and you waive any objection to it.uRinged works with various third parties to ensure that this process is as seamless and uses a currency exchange rate that closely matches the market rate, however makes no warrantees of any kind to match or exceed the best possible rate.Once the price of a given Content is so set, it will not change regardless of any change in the actual currency rate in the market that may fluctuate. Price of the Content will only change when you explicitly modify the price of the Content in the portal in your local currency. You grant the authority to uRinged to use suitable currency exchange rates on it discretion and understand that in such cases the money that would have received by you could be in multiple currencies. At the time of your withdrawal or payout of your uRinged account, uRinged shall convert the amount you have in multiple currencies to your local currency, and deduct any applicable currency exchange charges, money transfer charges and applicable fees as quoted or charged by transferring agency such as a bank.
4. Downloading or Purchasing Content
A. uRinged Services include a facility to pay for the Content posted by others for sale if you wish to purchase and download such Content. uRinged provides an online wallet that you must fund by buying a subscription or funding in any amount of your choosing as it may be available.You can fund your account using a credit card, debit card or a direct back transfer whenever it is available. Once you have funded your account, the amount funded minus any applicable fees will be available to you as "available balance". You can use this available balance to purchase Content (videos, ring-tones, images, games, software etc.) and services offered on uRinged Portal as well from the web sites of participating vendors.
B. This is imperative that you provide an accurate, honest and valid information if you wish to purchase any Content on the uRinged portals. uRinged may charge, and you agree to pay a fee ("Transaction Fee") available to view at .You understand that uRinged does not control and is not responsible for any fees charged to you by your Network Operator, Wireless Carrier or handset manufacturer when you use your mobile handset to access uRinged Portals and/or Content. Please contact your wireless carrier and/or handset manufacturer to further understand any applicable fees. We reserve the right to refuse to provide the Service to you for any reason, including but not limit to, if you
- have supplied misleading, false, inaccurate or incomplete information to us,
- are not at the legal age in the country you live or
- present an unacceptable business risk.
C. Any content that can be downloaded, copied or stored to a personal computer and/or an individual wireless device is only for your personal use, and can not be reproduced, shared and resold without explicit and written permission of the owner of the content. You understand and agree that Purchase of a content submitted by the user grants you only a limited, one-time download on PC or Mobile Phone or both and in any way does not constitute the rights of multiple downloads, copying or redistribution. In other words, purchase of content only allows you to download and use the content for your personal use only and sharing and/or commercial use of such purchased content via other technical means is not permitted. By indicating your desire to purchase content, you grant uRinged authority to charge and deduct from your Available Balance or subscription an amount equal to the content price plus any applicable fees. Such amount may be charged at the time of your adding the content to your cart, or at the time of actual download depending upon various factors including type of Content being downloaded, delivery method , and your handset capabilities.
D. If you have provided accurate handset information during registration, uRinged shall make reasonable effort to indicate to you whether a particular Content purchased by you is compatible with your handset or not, however makes no guarantee of any kind whether Content will be successfully downloaded or work in your Handset. We have adequate technology in place to advise you of any compatibility issues and detect any download failures and will make every attempt to not to charge you in case of incompatible Content and/or download problems. There are many factors outside the uRinged control such as your network operator, connectivity and the Content itself that is posted by other users that may effect whether Content shall work in your handset or not or whether you can download it. You understand and agree that uRinged is not responsible for any Content issues that you encounter during or after the downloading the Content and may or may not issue a refund on uRinged's sole discretion. We encourage you to provide accurate handset information and read any messages that are displayed to you at the time of the purchase of the Content to avoid any subsequent issues.
5. Terms related to your account with uRinged.
A. Verification: We may require you to provide additional registration information to verify your identity as a condition of providing the Service to you. Such information may include social security number(s), valid credit card, or other financial or personal information. We may, directly or through third parties, make any inquiries we consider necessary to validate information that you provide to us, including checking commercial databases. You authorize us to obtain one or more of your consumer credit reports, from time to time, to establish, update or renew your Account with us or in the event of a dispute relating to this Agreement and activity under your Account. While we may take steps to verify the identity of our users, we cannot and do not guarantee any user's identity. You are solely responsible for taking appropriate steps to know users with whom you transact business using the Service.
B. Our Role.uRinged Service helps you accept payments from and make payments to others in connection with the uRinged Services. You understand that we are not a bank and do not offer banking services. Except for our limited role in facilitating the buy and sell process on uRinged Portal, and with participating vendors or in future other services that we may engage in, we are not involved in any underlying transaction between you and any other party. We have no control over the quality, fitness, safety, reliability, legality or any other aspect of any good or service that you may purchase using the Service as well the purchase process, Except for our expressed obligations under this Agreement, you are solely responsible for the transactions that you conduct using the Service.
C. By creating an account and offering content on sale on uRinged, you appoint us as your agent to provide the service, and to hold, receive and disburse funds on your behalf. You acknowledge and Agree that(a) we may on your behalf act solely as an agent and custodian of funds in your online user account Credit Balance (maintained as part of your Account) and (b) no partnership, joint venture, employee-employer, franchisee-franchiser, creditor-debtor, escrow or other fiduciary relationship is intended or created by the establishment of the Account. If there is no activity in your Account ("unused balanced") including Account access, transactions) for at least1 (1) years (or such other period as determined by applicable law), the funds in your Account may be reported and remitted to the appropriate state agency and your Account may be closed. We will attempt to notify you to the email address provided by you prior to remitting funds to the state as it may be required by law.
D. You understand and agree that when and if you carry any balance in your Account; your funds will be co-mingled and held with other participants' funds in one or more pooled accounts at one or more banks by us. We have sole discretion over the establishment and maintenance of accounts and funds. You will not receive interest or any other earnings on any funds that we handle. We may hold the funds eventually due to you and explicitly associated with your Account separate from our corporate funds, will not use your funds for our corporate purposes (excluding the funds received from buyers in subscription), will not voluntarily make credit balance available to you to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. If you have purchased a one time or recurring subscription from us, it will be handled by us as one time purchase and such amount may be handled by us upon our discretion.
E. Availability of Funds.Funds for any given transaction will not be available for withdrawal until the particular transaction is deemed complete. In addition to restrictions that may already apply to your Account, we may limit access to funds in your Account in such amounts and for such time as we reasonably deem necessary to protect us or other users if
- We are subject to financial risk,
- You have violated any term of this Agreement or Policies,
- Any dispute exists involving your Account or transaction to which you are a party, or
- Needed to protect the security of our systems.
- The time that it takes for us to complete any pending investigation or resolve a pending dispute or
- 180 days. We also may hold your funds as required by law or court order or if otherwise requested by law enforcement or governmental entity.
F. Security Interest.To secure your performance of your obligations under this Agreement, and to protect the legitimate interests of other users, you hereby (a) grant us a security interest in and lien on any and all funds held in your Account and (b) authorize us to make any withdrawals or debits from your Account, without prior notice to you, as we may deem reasonably necessary to collect debts that you owe us under this Agreement, including for any reversals of transactions, recover any unnecessary charges that occur due to your non performance, and any deposits or transfers made to your Account. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Account. This security interest shall survive for as long as we hold funds in your Account.
G. Transaction Privileges. Permitted transactions on uRinged, transaction amounts and you ability to fund your account, pay for a content, or receive and withdraw funds may be affected by several factors, including our assessment of the risk associated with your Account, where you live, the personal information you provide, our ability to verify your personal and payment information, and applicable laws and regulations and the regulations of the Office of Foreign Assets Control. We may require forms of documentary or non-documentary evidence of your identity before enabling you to send, receive or withdraw funds from your Account. You should understand the restrictions that may apply to you before establishing an Account. Once you have established an Account, you may access "Your Account" on the Site to see the specific rights and limits that apply to you.
H. Withdrawing Credit Balance.You may withdraw credit balance from your Account electronically providing us a valid checking, savings or other ACH, or SWIFT enabled bank account at a financial institution in the approved country we can send money to. Any funds that are so transferred by us, may be unavailable to you for a minimum of four business (4) days. You may not withdraw any funds until the credit balance in your account has reached a certain minimum limit of USD 100 (One Hundred US Dollars) of 50 (Fifty) UK Pounds. uRinged may increase or decrease this limit in future. You may be charged a fee for any funds request that is rejected by the holding financial institution for any reason, including rejections caused by closure of your bank account, or if the bank account number or other information you provided is incorrect.
I. Withdrawal Fees.You understand and agree that uRinged may charge a withdrawal fee that may be deducted from your credit balance amount at the time of the withdrawal. Given that you as a seller may have funds available in more than one currency as buyers are from different countries, it becomes very difficult for us to estimate all the fees until the actual time of the transfer. You understand and agree to pay any applicable fees including but not limited to a currency exchange fee as it may apply.
J. Other Fess. In connection with the service offered at uRinged Portal, there could be other fees that may be introduced, including an account maintenance fee of $.50 per month per seller account. Such fees are not being paid directly but will be deducted from your account credit balance.
K. Acceptable Use.You shall at all times adhere to all applicable laws, rules, and regulations applicable to your use of the Service. We may inspect your Account or investigate any alleged violation of this Agreement, our Policies or any third-party complaints. In the event that we determine in our sole and reasonable discretion that your conduct or actions (including your employees) are objectionable, unlawful, potentially infringing or otherwise violate this Agreement or our Policies, we may take any action that we deem appropriate and reasonable under the circumstance to protect our systems, facilities, users and/or third parties. Such corrective action includes, but is not limited to:
- issuing a warning;
- immediately suspending or terminating the Service. or
- restricting or prohibiting access to your Account.
L. Receipts; Electronic Statements.Whenever you fund your account, purchase a Content or Service or withdraw the available balance from your account, we will update your "Account" on the Portal, may send an e-mail confirmation or provide you a transaction confirmation screen. The SMS, e-mail confirmation or transaction confirmation screen will serve as a receipt for any transactions that you initiate. You should print or otherwise store a copy of these for your records. Summaries of transactional activity are available in your Account Activity. You also may access your Account Activity in the "My Account," and "View Transaction History" (or equivalent) areas of the Site to review any transaction.
M. Record Retention.Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Account and your use of the Service, and (b) reconciling all payment activity to and from your Account and all other transactional information that is associated with your Account. Upon the termination of this Agreement for any reason, we will have no obligation to you to store, retain, report or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any Card transactions submitted by you through the Service.
N. Our Right of Set-off.To the extent permitted by law, you consent to us setting off against the balances in your Account for any obligation you owe us. All Fees are charged at the time we process a request. We may reject a particular request if you have insufficient amount in account to cover these fees. Your failure to fully pay applicable fees and taxes on demand from us will be a breach of this Agreement. In the event of collection enforcement, you will be liable for any costs associated with such collection, including attorneys' fees, court costs and collection agency fees.
O. Taxes.You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or performance of Service, your use of the Site, the sale or the sale or purchase of any products or services underlying a transaction, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You also agree that uRinged and its affiliates are not obligated to determine whether taxes apply and are not responsible to collect, report, or remit any taxes arising from any transaction.
P. Limits.In addition to limits that are mentioned elsewhere in this document, the Accounts may limit to certain funding, and withdrawing limits. If you exceed the "per month" limits, you must wait for the next calendar month for the limits to reset. Account limits may be raised once you have completed additional identity verification processes with us, including, but not limited to, registering and verifying your Bank Account.
6. Permissions and Restrictions
You may continue to use uRinged Services and visit uRinged Portals provided that
A. You agree not to distribute in any medium any part of the Website, including but not limited to Content posted by others, without uRinged's prior written authorization.
B. You agree not to alter or modify any part of the uRinged portals, including but not limited to posted content, embedded players and related technologies.
C. You agree not to access Content posted by others or yourself on uRinged Portal through any technology or means other than that provided by uRinged.
D. You agree not to use the uRinged Portal, for any commercial use, except permitted elsewhere in this agreement without the prior written authorization of uRinged. Prohibited commercial uses include sale of access to the Portal to anyone else or on another website, use of uRinged Portal and associated services for the primary purpose of gaining advertising revenue or selling or advertising on uRinged Portal services or product of a third party.
E. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Portal in a manner that sends more request messages to the uRinged servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, uRinged grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. uRinged reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
G. uRinged reserves the right to discontinue any aspect of the uRinged Portal at any time.
A. Your Rights.You may terminate this Agreement at any time by closing your Account. You may close your Account at any time by sending an e-mail to email@example.com or visiting your online account profile setting section and cancel your account there. Upon closure of an Account, any pending transactions may be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, may be withdrawn via ACH or check as described elsewhere in this agreement. Assuming all withdrawal related authentication requirements have been fulfilled. If an investigation is pending at the time you close your Account, uRinged may continue to hold your funds. If you are later determined to be entitled to some or all of the funds in dispute, uRinged will release those funds to you. You will remain liable for all obligations related to your Account even after it is closed.
B. Suspension or Termination by Us.We may suspend or terminate the Service, for any reason at any time without prior notice to you. Without limiting the foregoing, we may suspend the Service and access to your Account (including the funds in your Account) if
- You have violated the terms of this Agreement, including any Policy,
- Any transactions in your Account are deemed to be suspicious, fraudulent or unlawful,
- You pose an unacceptable risk to us,
- You provide false, incomplete, inaccurate or misleading information to us (including any registration information) or otherwise engage in fraudulent or illegal conduct, or
- We are unable to verify information that you provide to us or that we obtain from third parties.
C. Effect of Termination.We will not be liable to you for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to us as provided in this Agreement
D. Limits on Your Use of Information.To facilitate the transactions with other uRinged users, you may have access to the mobile phone number, e-mail address and other contact information of another user. With respect to other users' personally identifiable information that you obtain through the Services or through a uRinged related communication or transaction, you will only use this information for:
- uRinged-related communications that are not unsolicited commercial messages,
- using services offered through uRinged.
E. Disputes with other Users.We will not be involved in resolving any disputes related to the transaction, except for unauthorized charges to your account. If you are unhappy with any Content or services that you have purchased, you should contact the seller directly. You may inform us if a Content posted on our Portal is defective or malicious and upon investigation we may reverse a transaction and remove the said content on our discretion. Otherwise, we will not reverse a transaction unless required by law. If a dispute arises between you and another user, you release us (and our agents, employees and affiliates) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute and the transaction.
F. Unauthorized Funds Transfers.You are solely responsible for reviewing your Account Activity and transaction confirmations when you use the Service, and for otherwise monitoring your Account for any erroneous or unauthorized transactions. If you believe that there is an error or unauthorized transaction with your Account, you should contact us immediately
G. Disclaimer of Warranties.THE SITE, PORTAL AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
- ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
- THAT THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR
- ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
H. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, PORTAL OR THE SERVICE, THE INABILITY TO USE THE SERVICE, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES' (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY TEXTPAYME IN CONNECTION WITH YOUR USE OF THE SITE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. In no event will we be liable to you for any failure or delay by us (or our employees, agents or representatives) in performing our obligations under this Agreement, regardless of whether such failure or delay is caused by an event or condition beyond our control.
The laws of certain states or countries and other jurisdiction do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. In such jurisdiction, our liability is limited to the greatest extent permitted by law.
I. Indemnity.You will indemnify and hold harmless us and our Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to:
- Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including any violation of our Policies;
- Your wrongful or improper use of the Service; and/or
- Your failure to comply with any applicable laws and regulations in connection with your use of the Service.
J. ARBITRATION NOTICE.The Service and Site are arranged, sponsored, and managed by us and our affiliates in India.The laws of the India govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in the courts of India, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court, and you consent to exclusive jurisdiction and venue in such courts. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
8. General Provisions
A. Entire Agreement.This Agreement, the general terms and conditions of the uRinged Portal, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations,and understandings of the parties in connection with the subject matter hereof.
B. Assignment.You may not assign or transfer any rights, obligations or privileges that you have under this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.
C. Severability.If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
D. No Waiver.We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement or Policy will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement or Policy.
E. Notices. All notices relating to this Agreement (including the Service) will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.
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